GREENE COUNTY BANCSHARES, INC. - FORM S-3 MEF
As filed with the Securities and Exchange Commission on
September 22, 2005
Registration
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Greene County Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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Tennessee |
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62-1222567 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. employer identification number) |
100 North Main Street
Greeneville, Tennessee 37743-4992
(423) 639-5111
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
R. Stan Puckett
Greene County Bancshares, Inc.
100 North Main Street
Greeneville, Tennessee 37743-4992
(423) 639-5111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Bob F. Thompson
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-0002
(615) 742-6200 |
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Randolph A. Moore III
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7000 |
Approximate Date of Commencement of Proposed Sale to the
Public: As soon as practicable after the effective date of
this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. x 333-127120
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o ______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Each Class of |
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Amount to be |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
Securities to be Registered |
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Registered(1) |
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Unit(2) |
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Price |
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Registration Fee |
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Common Stock, $2.00 par value
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383,000 shares |
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$25.75 |
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$9,862,250 |
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$1,161 |
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(1) |
Includes shares of common stock which may be purchased by the
underwriters to cover over-allotments, if any. |
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(2) |
For purposes of computing the registration fee, pursuant to Rule
457 under the Securities Act, based on the price of the shares
sold to the public. |
This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance
with Rule 462(b) under the Securities Act of 1933.
Incorporation of Certain Information by Reference
This Registration Statement is being filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
solely to register additional shares of common stock, $2.00 par
value, of Greene County Bancshares, Inc. (the
Company). The contents of the Registration Statement
on Form S-3 (Reg. No. 333-127120) originally filed by
the Company with the Securities and Exchange Commission (the
Commission) on August 2, 2005, as amended by
Amendment No. 1 filed with the Commission on
September 9, 2005 and declared effective by the Commission
on September 22, 2005, including the exhibits thereto and
each of the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greeneville, State of Tennessee, on
this 22nd day of September, 2005.
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GREENE COUNTY BANCSHARES, INC. |
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By: |
/s/ William F. Richmond |
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William F. Richmond
Senior Vice President, Chief Financial Officer
and Assistant Secretary |
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.
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Signature |
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Title |
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Date |
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R. Stan
Puckett |
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Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer) |
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September 22, 2005 |
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/s/ William F. Richmond
William
F. Richmond |
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Senior Vice President, Chief Financial Officer and Assistant
Secretary (Principal Accounting and Financial Officer) |
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September 22, 2005 |
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Phil
M. Bachman |
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Director |
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Charles
S. Brooks |
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Director |
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September 22, 2005 |
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Bruce
Campbell |
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Director |
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September 22, 2005 |
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W.T. Daniels |
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Director |
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September 22, 2005 |
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Jerald
K. Jaynes |
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Director |
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September 22, 2005 |
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Terry
Leonard |
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Director |
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September 22, 2005 |
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Ronald
E. Mayberry |
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Director |
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September 22, 2005 |
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Kenneth
R. Vaught |
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Director |
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September 22, 2005 |
II-1
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Signature |
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Date |
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Charles
H. Whitfield, Jr. |
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Director |
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September 22, 2005 |
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John
Tolsma |
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Director |
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September 22, 2005 |
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Robin
R. Haynes |
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Director |
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September 22, 2005 |
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* By: /s/ William F. Richmond
William
F. Richmond
Attorney-in-fact |
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September 22, 2005 |
II-2
EXHIBIT INDEX
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Exhibit |
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No. |
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Exhibit |
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5 |
.1 |
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Opinion of Bass, Berry & Sims PLC |
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23 |
.1 |
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Consent of Dixon Hughes PLLC |
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23 |
.2 |
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Consent of Crowe Chizek and Company LLC |
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.3 |
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Consent of Bass, Berry & Sims PLC (included in
Exhibit 5.1) |
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.1 |
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Power of Attorney (contained on the signature page to the Greene
County Bancshares, Inc. Form S-3 filed on August 2,
2005 (Registration No. 333-127120)). |
The Registrant is a party to certain agreements entered into in
connection with the offering by Greene County Capital
Trust I (GC Trust) of $10 million of
variable rate trust preferred securities and the offering by
Greene County Capital Trust II (GC
Trust II) of $3 million of variable rate trust
preferred securities, each as more fully described in the
prospectus to which this Registration Statement relates. In
accordance with Item 601(b)(4)(iii) of Regulation S-K,
and because the total amount of the trust preferred securities
is not in excess of 10% of the Registrants total assets,
the Registrant has not filed the various documents and
agreements associated with the trust preferred securities
herewith. The Registrant has, however, agreed to furnish copies
of the various documents and agreements associated with the
trust preferred securities to the SEC upon request.